The transaction will increase sales within the Women's Premium Fashion segment. The transaction will also be used to evaluate the Smart Guy acquisition model. It has been agreed that a portion of the transaction will be financed by the issuance of new shares.
SmartGuy Group A/S ("SmartGuy") has acquired the activities and assets of the Danish internet company www.styledelux.com ("Styledelux"). The transaction is part of SmartGuy Group's strategy to increase sales within the Women's Premium Fashion segment. Styledelux was founded in 2004 and the company has been profitable throughout all operating years prior to this acquisition.
The transaction is relatively small compared to the size of the SmartGuy Group. In addition to the acquired market segment, the transaction will also be used to evaluate the Smart Guy acquisition model and associated integration of IT- and logistics functions with the aim of preparing the company for future potential growth acquisitions. The acquired activities of Styledelux will be fully integrated into SmartGuy Group's IT and logistics platform within one month.
The transaction has been structured as an asset deal.
It should be noted that 90 percent of the transaction sum represents the purchase of current assets. It has been agreed that current assets are purchased with a cash contribution. The remaining 10 percent of the transaction value represents the purchase of intangible assets. It has been agreed that intangible assets are purchased with issuance of new SmartGuy Group A/S shares.
The issuance of new shares in connection with the acquisition of intangible assets amounts to 143,309 new SmartGuy Group A/S shares. The Board has approved to use part of the authorization in § 5.6 of the Articles of Association to issue 143,309 new shares.
The share issue amounts to approx. 0.05% of the Company's current share capital of 284,156,691. The subscription of the new shares was made at the market price. Prior to the issuance of the new shares, Smart Guys share capital amounts to nominal DKK 284,156,691. After subscription of the new shares, the total share capital of SmartGuy will amount to nominal DKK 284,300,000 equivalent to 284,300,000 shares. Each share of DKK 1 carries one vote.
The new shares are issued against the non-cash contribution of intangible assets.
The acquisition will have no impact on the previously announced financial guidance for the financial year 2012/13.
New SmartGuy Group shares
The new shares carry the same rights as existing SmartGuy Group A/S shares. A lock-up period of 6 months from 30. January 2013 has been agreed in connection with the issuance.
The shares will in all respects rank with the existing shares, including the full right to any dividend for the financial year 2012/13 as well as other rights from the registration of the capital increase in the Commercial Agency, which is expected to take place no later than 8. February 2013.
Admission for trading and official listing
The company has applied NASDAQ OMX Copenhagen for an admission of new shares to trading and official listing.
The new shares are expected to be issued under the existing ISIN code DK0060046522 as soon as possible after registration of the capital increase in the Commercial Agency, which is expected to take place no later than 8. February 2013. The new shares are expected to be admitted to trading and official listing on NASDAQ OMX Copenhagen A/S around 12. February 2013.
Questions regarding this announcement may be addressed to Nicolai Kærgaard, CEO, on mobile tel.: +45 26 22 99 11 or to Marc Jeilman, CFO, on mobile tel.: +45 20 35 25 80.
SmartGuy Group A/S
